AMERICAN POWER GROUP CORPORATION (OTCMKTS:APGI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

AMERICAN POWER GROUP CORPORATION (OTCMKTS:APGI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year

On May 24, 2017, the Companys shareholders approved an amendment
its Restated Certificate of Incorporation to increase the number
of authorized shares of Common Stock from 350,000,000 to
700,000,000.

Item 5.07. Submission of Matters to a Vote of Security
Holders

On May 24, 2017, the Company held its 2017 Annual Meeting of
Stockholders, at which (i) four members of the Board of Directors
were reelected, (ii) the Companys stockholders approved an
amendment to the Companys Restated Certificate of Incorporation
to increase the number of authorized shares of Common Stock from
350,000,000 to 700,000,000, (iii) the Companys stockholders
approved an amendment to the Companys 2016 Stock Option Plan,
(iv) the Companys stockholders approved, on a nonbinding,
advisory basis, the compensation of the Companys named executive
officers as disclosed in the proxy statement for the Annual
Meeting (the say-on-pay vote), and (v) the Companys stockholders
ratified the selection of Schechter, Dokken, Kanter, Andrews
Selcer, Ltd. as the Companys independent auditors for the fiscal
year ending September 30, 2017. The final voting results of each
of these matters were as follows:

1. Election of Directors
Nominee Votes For Votes Withheld Broker Non-Votes
Lyle Jensen* 36,798,481 2,905,718 27,351,107
Charles Mc Dermott* 37,494,711 2,209,488 27,351,107
James Harger* 37,495,091 2,209,108 27,351,107
Matthew Van Steenwyk** 98,114,423 4,864,977 27,351,107

* Elected by the holders of the Common Stock, voting as a
separate class.
** Elected by the holders of the Common Stock, 10% Convertible
Preferred Stock, Series C Convertible Preferred Stock, Series
D Convertible Preferred Stock, Series D-2 Convertible
Preferred Stock and Series D-3 Convertible Preferred Stock,
voting together as a single class.
2. Amendment of the Restated Certificate of
Incorporation:
Votes For Votes Against Abstentions Broker Non-Votes
59,100,763 * 5,225,710 2,728,833
120,067,457 ** 5,225,710 5,037,340

* Votes of the holders of the Common Stock, voting as a
separate class.
** Vote of the holders of the Common Stock, 10% Convertible
Preferred Stock, Series C Convertible Preferred Stock, Series
D Convertible Preferred Stock, Series D-2 Convertible
Preferred Stock and Series D-3 Convertible Preferred Stock,
voting together as a single class.
3. Approval of an amendment to the 2016 Stock
Plan:
Votes For Votes Against Abstentions Broker Non-Votes
22,000,000*
96,981,427** 2,306,904 3,691,069 27,351,107

* Votes of the holders of the Series D Convertible Preferred
Stock, voting as a separate class.
** Vote of the holders of the Common Stock, 10% Convertible
Preferred Stock, Series C Convertible Preferred Stock, Series
D Convertible Preferred Stock, Series D-2 Convertible
Preferred Stock and Series D-3 Convertible Preferred Stock,
voting together as a single class.

4. Advisory vote on the compensation of the Companys
named executive officers:
Votes For Votes Against Abstentions Broker Non-Votes
*97,702,597 1,512,534 3,764,269 27,351,107

* Vote of the holders of the Common Stock, 10% Convertible
Preferred Stock, Series C Convertible Preferred Stock, Series
D Convertible Preferred Stock, Series D-2 Convertible
Preferred Stock and Series D-3 Convertible Preferred Stock,
voting together as a single class.
5. Ratification of the appointment of Schechter, Dokken,
Kanter, Andrews Selcer, Ltd. as independent auditors for
fiscal year ending September 30, 2017:
Votes For Votes Against Abstentions Broker Non-Votes
124,345,645 * 800,362 5,184,500

* Vote of the holders of the Common Stock, 10% Convertible
Preferred Stock, Series C Convertible Preferred Stock, Series
D Convertible Preferred Stock, Series D-2 Convertible
Preferred Stock and Series D-3 Convertible Preferred Stock,
voting together as a single class.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits

Exhibit No. Description
3.1

Certificate of Amendment to the Restated Certificate of
Incorporation of American Power Group Corporation, filed
with the Secretary of State of the State of Delaware on May
30, 2017.


About AMERICAN POWER GROUP CORPORATION (OTCMKTS:APGI)

American Power Group Corporation operates through two segments: dual fuel conversion operations and natural gas liquids operations. The Company’s dual fuel conversion system is an external fuel delivery enhancement system that converts existing diesel engines into environmentally friendly engines that have the flexibility, depending on the circumstances, to run on diesel fuel and compressed natural gas (CNG) or liquefied natural gas (LNG); diesel fuel and pipeline gas, well-head gas or approved bio-methane, and diesel. The Company’s technology displaces approximately 75% (average displacement ranges from 40% to 65%) of the normal diesel fuel consumption with various forms of natural gas. The Company provides flare capture and recovery services to operators of the drilling equipment needing to meet their mandated flare gas capture limits by processing their previously flared gas for an agreed upon processing fee.

AMERICAN POWER GROUP CORPORATION (OTCMKTS:APGI) Recent Trading Information

AMERICAN POWER GROUP CORPORATION (OTCMKTS:APGI) closed its last trading session down -0.010 at 0.120 with 699 shares trading hands.

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